Deemed Eligible Termination Clause Samples

Deemed Eligible Termination. Except as provided herein, no benefits shall be payable hereunder unless (i) there shall have been a Change in Control, and Executive’s employment by Callon shall thereafter have been terminated within two (2) years after the date of such Change in Control or (ii) there shall have been a Merger of Equals, and Executive’s employment by Callon shall thereafter have been terminated within six (6) months after the date of such Merger of Equals, in each case, in accordance with Article 4. If the Executive’s employment with Callon is terminated by Callon for reasons other than Cause or Disability in accordance with the provisions of Article 4 within the six (6) month period prior to the date on which a Change in Control is effective, and it is reasonably demonstrated that such termination: (i) was at the request of a third party who has taken steps reasonably calculated to effectuate such Change in Control or (ii) otherwise arose in connection with such Change in Control, then for all purposes hereof, such termination shall be deemed to have occurred following such Change in Control (for purposes of this Agreement, a “Deemed Eligible Termination”).